EXHIBIT 10.16
CONTRACT OF SALE
OF REAL ESTATE
BRICK & PIPE INDUSTRIES LTD
ACN 004 028 559
78 MIDDLEBOROUGH ROAD, BURWOOD
CONTRACT OF SALE OF REAL ESTATE
IMPORTANT NOTICE TO PURCHASER
Cooling-off period Section 31 Sale of Land Act 1962
If none of the exceptions listed below applies to you, you
may end this contract within 3 clear business days of the
day you sign the contract.
To end this contract within this time, you must either give
the vendor or the vendor's agent written notice that you are
ending the contract or leave the notice at the address of
the vendor or the vendor's agent.
If you end the contract in this way, you are entitled to a
refund of all the money you paid EXCEPT for $100 or 0.2% of
the purchase price (whichever is more).
EXCEPTIONS -- The 3-day cooling-off period does not apply if
--
- The price of the property (including chattels) exceeds
$250,000
- You bought the property at or within 3 clear business
days before or after a publicly advertised auction
- You received independent advice from a solicitor before
signing the contract
- The property is used mainly for industrial commercial
purposes
- The property is more than 20 hectares in size and is
used mainly for farming
- You previously signed a similar contract for the same
property
- You are an estate agent or a corporate body
The conditions of this contract are contained in the attached --
Particulars of Sale, and
Schedule, and
General Conditions, and
Special Conditions (if any).
The vendor sells and the purchaser buys both the property and the
chattels for the price and upon the conditions set out in this
contract.
The Vendor's Statement required by section 32(1) of the Sale of
Land Act 1962 is attached to, and included in, this contract.
Where the signature of any party to this contract is secured by
an agent, the parties acknowledge being give a copy of this
contract by the agent at the time of signing.
- - ---------------------------------------------------------- Vendor
Brick & Pipe Industries Ltd. ACN 004 028 559
- - ---------------------------------------------------------- Purchaser
GENERAL CONDITIONS ("GC")
Encumbrances
1.1 The purchase buys the property and the chattels subject to
the encumbrances shown in Item 1 of the Schedule.
1.2 If the purchaser is taking over an existing mortgage--
(a) the purchaser assumes liability for the mortgage
(b) the price is satisfied to the extent of any mortgage
money owing at the settlement date, and
(c) the vendor must treat any payment made by the purchaser
under the mortgage as a payment made to the vendor
under this contract.
Loss or Damage Before Settlement
2.1 The vendor carries the risk of loss or damage to the
property and the chattels until settlement date, and
2.2 The vendor must deliver the property and the chattels to the
purchaser at settlement date in their present condition
(fair wear and tear excepted).
2.3 If any chattel is not in its present condition (fair wear
and tear excepted) at settlement, the purchaser is only
entitled to compensation from the vendor.
(3 and 4 omitted by consent of participants)
Nominee
5 If the contract says that the property is sold to a named
purchaser "and or nominee" (or similar words), the named
purchaser may, at least 14 days before settlement date,
nominate a substitute or additional purchaser, but the named
purchaser remains personally liable for the due performance
of all the purchaser's obligations under this contract.
Payment
6.1 The purchaser must pay all money (except the deposit) to the
vendor, the vendor's solicitor or at the direction of the
vendor.
6.2 The purchaser must pay the deposit--
(a) to the vendor's estate agent or, if there is no estate
agent, to the vendor's solicitor, or
(b) if the vendor directs, into a special purpose banking
account specified by the vendor in the joint names of
the purchaser and the vendor.
6.3 If the land sold is a lot on an unregistered plan of
subdivision then the deposit--
(a) must not exceed 10% of the price, and
(b) must be paid--
(i) to the vendor's solicitor or estate agent to be
held by the solicitor or estate agent on trust for
the purchaser, or
(ii) if the vendor directs, into a special purpose
banking account in Victoria specified by the
vendor until the registration of the plan.
Breach
7 A party who breaches this contract must pay to the other
party on demand --
(a) compensation for any reasonably foreseeable loss to the
other party resulting from the breach, and
(b) any interest due under this contract as a result of the
breach.
Time
8 If the time for performing any action expires on a Saturday,
Sunday or bank holiday, then time is extended until the next
business day.
2
General Conditions in Legislation
9.1 The general conditions in Table A of the Seventh Schedule of
the Transfer of Land Act of 1958 apply if the land is under
the operation of that Act.
9.2 The general conditions in the Third Schedule of the Property
Law 1958 apply if the land is not under the operation of the
Transfer of Land Act 1958.
9.3 General Condition 9 in Table A or in the Third Schedule
applies as if its second last sentence ended with the
additional words, "as a resident Australian beneficial owner
of the land".
Conflict Between Conditions
10 In case of a conflict between the conditions the order of
priority is--
(a) any special conditions in this contract
(b) general conditions in this contract
(c) general conditions in legislation
Conditions
11 These conditions prevail over the conditions in any earlier
contract and any requisitions and answers properly made and
given under that contract are deemed to be requisitions and
answers properly made and given under the contract.
Service
12 Any document served by post is deemed to be served on the
next business day after posting unless proved otherwise.
Transfer of Settlement
13.1 The purchaser must provide the instrument of transfer
required by General Condition 12 of Table A, or the
assurance required by the Third Schedule (as the case may
be), to the vendor or the vendor's solicitor at least 10
days prior to the settlement date.
13.2 The vendor must pay the bank fees on all bank cheques
exceeding 3 that are required by the vendor for settlement.
Law Institute of Victoria Property Law Dispute Resolution
Committee Guidelines -- DELETED
CONTRACT OF SALE OF REAL ESTATE
PARTICULARS OF SALE
VENDOR'S AGENT: GRAY & JOHNSON
30 Collins Street, Melbourne 3000
Tel: 654 3022 Fax: 654 2001
Ref: Colin Roebuck
VENDOR'S SOLICITOR: MARSHALLS & DENT
Level 12, 459 Little Collins Street
Melbourne 3000
DX 213 Tel: 9670 500 Fax: 642 0409
Ref: David Hart
PURCHASER'S COLTMANS
SOLICITOR: 15th Floor, 575 Bourke Street,
Melbourne 3000
DX 519 Tel: 9615 2222
Ref: Des Dodds
VENDOR: BRICK & PIPE INDUSTRIES LTD
ACN 004 028 559
of 78 Middleborough Road, Burwood
3125
PURCHASER: BURGUNDY TWO PTY LTD ACN 071 195 429
AND/OR NOMINEE CARE OF ALLEN ALLEN &
HEMSLEY, LEVEL 17, CHIPLEY TOWER,
CHIPLEY SQUARE, SIDNEY NSW 2000
LAND: Title(s) * and Plan(s)
and being:
Lot 12 on Plan of Subdivision No 918,
part of Crown Section 98, Parish of
Nunawading and being the whole of the
land in Certificate of Title Volume
1965 Folio 916;
Part of Crown Section 98, Parish of
Nunawading and being the whole of the
land in Certificate of Title Volume
1830 Folio 839;
Lots 14, 15 and 16 on Plan of Subdivision
No 918, part of Crown Allotment 89, Parish
of Nunawading and being the whole of the
land in Certificate of Title Volume 2445
Folio 985;
Lot 37 and part of Lots 9, 10 and 11 on
Plan of Subdivision No 918, being part of
Crown Section 98, Parish of Nunawading and
being the whole of the land in Certificate
6343 Folio 543;
Part of Crown Section 98, Parish of
Nunawading and being the whole of the
land in Certificate of Title Volume
1775 Folio 957;
Part of Crown Section 98, Parish of
Nunawading and being the whole of the
land in Certificate of Title Volume
4539 735;
and Lot 1 on Plan of Subdivision No
38588, Parish of Nunawading and being
the whole of the land in Certificate
of Title Volume 8194 Folio 270.
PROPERTY: the land together with any improvements
know as
ADDRESS: 78 MIDDLEBOROUGH ROAD, BURWOOD
CHATTELS: Nil, subject to the provisions of
Special Condition 11 hereof.
PRICE: $5,250,000
DEPOSIT: $525,000 being 10% of the Price
of which 1% is payable
on the signing hereof
and 9% upon approval by
the Board referred to in
Special Condition 20
INSTALLMENT: $787,500 being 15% of the Price
payable on or before the
20th day of December,
1995
RESIDUE: $3,937,500
PAYMENT OF RESIDUE: On or before the expiration of twelve
months from the Settlement Date.
SETTLEMENT DATE: is the date upon which vacant possession
of the Property, subject to Special
Condition 16 hereof, shall be provided,
namely, upon acceptance of title and
payment of the Deposit and Installment
in full
PURCHASER'S FINANCE: Not applicable.
DAY OF SALE: is the date of this Contract, namely,
the 9th day of October, 1995.
SCHEDULE
ITEM (1) (GC1) Encumbrances to be assumed by the
Purchaser:--
As to the whole of the land--
(1) All registered easements, covenants
or other similar restrictions, and
the covenants, reservations and
exceptions referred to and/or
contained in the Crown Grant and
the encumbrances and restrictions,
if any, referred to in the attached
Vendor's Statement.
(2) Sewers/drains, if any, laid outside
registered easements.
(3) Leases - N/A
(4) Mortgage Nos. -- N/A
(include Schedule 1 particulars as
specified in section 6(2) of the
Sale of Land Act 1962).
(5) Extractive Industry License No 59-1
(as amended) a copy of which is
attached, subject to the terms of
Special Condition 15 hereof.
(6) E.P.A. Licenses Numbered HS00456/9
and MW 532/2, copies of which are
attached.
(7) Right of occupation of part of the
property reserved to the Vendor by
Special Condition 16 hereof.
As to the land in Certificate of
Title Volume 4539 Folio 735
(8) Creation of Easement No C360556, a
copy of which is attached.
(9) Creation of Easement No C509052, a
copy of which is attached.
As to the land in Certificate of
Title Volume 6343 Folio 543 and
(10) deleted
ITEM (2) (GC4) DELETED
SPECIAL CONDITIONS
As attached:--
SPECIAL CONDITIONS
1. If there shall be more than one Purchaser the agreements and
obligations of the Purchaser under this Contract and the Conditions
thereof shall bind them and any two or more of them jointly and each
of them severally.
2. (Deleted by consent of participants).
3. The Purchaser admits that the land as offered for sale and inspected
by him is identical with that described in the title particulars given
above. He shall not make any requisition or claim any compensation for
any alleged misdescription of the land or deficiency in its area or
measurements or call upon the Vendor to amend title or to bear all or
any part of the cost of doing so. Condition 3 of the said Table "A"
and of the said Third Schedule shall not apply to this Contract.
4. The Purchaser buys subject to any restrictions imposed by and to the
provisions of the Nunawading Planning Scheme, the Planning and
Environment Act 1987, the Housing Contracts Guarantee Act 1987, the
Building Control Act 1981, the Local Government act 1958 and any other
Town Planning Schemes or Acts and all regulations, by-laws,
restrictions and controls governing, regulations, controlling or
affecting in any way the use or development of the land sold.
5. The Purchaser acknowledges that the land hereby sold has been or may
have been quarried, filled, or otherwise raised, levelled or packed.
The Purchaser shall make no requisition nor claim any compensation
from nor raise any set-off against the Vendor in respect thereof and
the Purchaser hereby indemnifies the Vendor against any claim made by
any person in respect of such quarrying, filling, raising, leveling or
packing and shall hold the Vendor harmless in respect thereof.
6.(a)Any deposit monies as defined by Section 23 of the Sale of Land Ac
1962 paid or payable hereunder to the Vendor's Agent or Solicitors
shall be held by such Agent or Solicitors as stakeholder pursuant to
Section 24 of the said Act.
(b)The Vendor and the Purchaser hereby authorise and instruct the
Vendor's Solicitor named herein to invest any deposit moneys paid to
the Vendor's Solicitor hereunder
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in an interest bearing trust account with the National Australia Bank
and to pay any interest accruing to that account to the Vendor or
Purchaser (as the case may be) who is ultimately entitled to the
deposit moneys.
7. Notwithstanding anything herein contained or any rule of law to the
contrary, the property shall remain at the risk of the Vendor until
the Purchaser becomes entitled to possession of the property.
8. In the interpretation of this Contract Condition 4 of the said Table
"A" and of the said Third Schedule shall be read and construed and
shall take effect as if the words "on demand made by" were deleted
therefrom and replaced with the word "to".
9. If the Purchaser shall make default in any of the terms and conditions
hereof and the Vendor shall serve on the Purchaser any notice pursuant
to the provisions of this Contract relating to such default then the
Purchaser shall not be deemed to have cured such default until the
Purchaser pays the Vendor's Solicitors' reasonable costs of and
incidental to such default and notice.
10. It is hereby agreed and declared that there are no conditions,
warranties or other terms affecting the sale other than those embodied
herein and the Purchaser shall not be entitled to rely on any
representation alleged to have been made by the Vendor or their Agent
such as are not made conditions of this Contract.
11. The Purchaser acknowledges and agrees that it buys the Property with
the intention that all buildings, structures and improvements,
chattels, fixtures and fittings, plant, equipment and stock which
reside on the Property at the expiration of three (3) months from the
Settlement Date are to be demolished and/or removed by the Purchaser
at the Purchaser's expense following the expiration of three (3)
months from the Settlement Date (subject to any right of the Vendor
granted pursuant to Special Conditions 16) PROVIDED HOWEVER, that the
Purchaser further acknowledges and agrees that nothing herein
contained shall prohibit or restrict the Vendor from removing from the
Property any building, structure, improvement, chattel, fixture
fitting, plant equipment and/or stock prior to the expiration of three
(3) months from the Settlement Date or where relevant prior to the
expiration of the period of occupation granted to the Vendor pursuant
to Special Condition 16 AND that in so removing any such item from the
Property the Vendor shall not be liable for any damage caused to or
for the repair of or reinstatement of any of the buildings,
structures, or improvements which are to remain on the Property on the
Settlement Date.
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The Purchaser covenants and agrees with the Vendor as follows:--
(a) that the Purchaser buys the property in its current condition and
subject to any defect in the land or contamination of the
property, whether disclosed in the report or not; and
(b) that the Purchaser shall from the Day of sale accept
responsibility for all statutory obligations, works, costs,
expenses and claims, whether involving remediation of the
property or otherwise, arising from any contamination of on or in
the property and the Purchaser hereby indemnifies the Vendor
against any liability, cost, expense or claim for which the
Vendor might otherwise be liable or incur or receive in relation
to contamination on the property or any remediation of the
property;
(c) that no representations, warranties, or indemnities of any kind
have been made or given by the Vendor concerning the risks of or
any possible harm or detriment which may be caused to any
beneficial use of the Property by contamination and the Purchaser
further agrees not to make any requisition or claim against the
Vendor whatsoever arising by reason of or in consequence of or in
respect of any contamination or any harm or detriment which may
be caused to any beneficial use of the land.
13. In the event of any part of this Contract being or becoming void or
unenforceable or being illegal then that part shall be severed from
this Contract to the intent that all parts that shall not be or become
void or unenforceable or illegal shall remain in full force and effect
and be unaffected by such severance.
14. (Deleted by consent of paricipants).
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15.(a) The Purchaser acknowledges that the Property is currently subject to
the provisions of Extractive Industry Licence 59-1, as amended, ("the
Licence") and that pursuant to Condition 24 of the Licence the
Licensee is bound to reclaim the land (by one of the option specified
in the Vendor's Working Proposal and Working Plan) (copies of the
Licence, Working Proposal and Working Plan are attached).
(b) The Purchaser further acknowledges and agrees that it shall prior to
the Settlement Date provide all details and do all things as are
necessary for the Vendor to comply with the provisions of the Licence
in particular Condition 24.2 thereof and the Purchaser shall indemnify
the Vendor in respect of all loss, expenses or costs which the Vendor
may incur in complying with the terms of the Licence, including
(without limiting the generality of the foregoing) the Security of
Sixty Thousand Dollars ($60,000.00) referred to in Condition 25 of the
Licence which shall, if the same has not been released beforehand, be
paid by the Purchaser to the Vendor on the Settlement Date. The Vendor
acknowledges and agrees that it shall account to the Purchaser for any
amount which it might subsequently receive upon release of the
Security.
16. This sale is subject to and conditional upon the right being reserved
by the Vendor and granted by the Purchaser for the Vendor (and any of
its employees, agents and invitees) to remain in occupation of and to
have the use of (including all buildings, structures, improvements,
chattels, fixtures, fittings, plant and equipment thereon) those parts
of the Property being:--
Firstly the land more particularly described
in Certificate of Title Volume 1965 Folio
916 which land is shown hatched on the Plan
attached, and
Secondly the land more particularly
described in Certificate of Title Volume
1830 Folio 839 which land is shown cross
hatched on the Plan attached. ("the licensed
land")
upon the following terms and conditions:--
(a) the right hereby granted confers no right of exclusive occupation
of the licensed land upon the Vendor and the Purchaser may from
time to time exercise all its rights as Purchaser / owner
including (but without in any way limiting the generality of this
provision) the right to use, possess or enjoy the whole or any
part of the licensed land save only in so far as such rights of
the Purchaser interfere with the rights of the Vendor hereby
granted in which case the rights of the Vendor shall prevail and
the Purchaser shall indemnify the Vendor in relation to any
damages, costs or expenses which the Vendor may incur as a result
of the Purchaser's use, possession or enjoyment of the licensed
land;
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(b) the Vendor shall have the right to occupy and use the licensed
land for a period of twelve (12) months from the Settlement Date
PROVIDED HOWEVER that the Vendor shall have the right to vacate
the licensed land at such earlier date as it may determine;
(c) the right to occupy and use the licensed land is granted in
consideration of the sale by the Vendor to the Purchaser of the
Property and such right is granted free of any obligation by the
Vendor to pay any rent, occupation fee or license fee;
(d) the Vendor shall not be liable to pay any rates or land tax in
respect of the licensed land but shall be responsible for any
electricity, gas or water consumption charges which are applied
in respect of the licensed land during the period/s of
occupation.
17. If any provision of this Contract remains to be performed or is
capable of having effect after the date of final payment this Contract
shall remain in full and effect notwithstanding completion of the sale
and purchase of the land and that provision shall not merge in the
Instrument of Transfer of the land.
18. The Purchaser hereby acknowledges the Vendor's notification that
between the date that this Property was advertised for Sale by Tender
and the Day of Sale the Vendor may have removed from the Property up
to 60,000 cubic metres (approximately) of clay material (including
brick clay stockpiled on the Property).
19. The Purchaser acknowledges that prior to signing this Contract or any
agreement or document in respect of the sale hereby made which is
legally binding upon or intended legally to bind the Purchaser the
Purchaser had been given by the Vendor's Agent --
(a) A Statement in writing signed by the Vendor containing the
matters specified in Section 32(2) of the Sale of Land
(Amendment) Act 1982 in the form of the copy Statement annexed
hereto, and
(b) a copy of this Contract in compliance with Section 53 of the
Estate Agents Act 1980.
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20. This Contract is conditional upon and subject to written approval
being given by the Board of Directors of Reading Corporation of Penn
Square, 1 Penn Square West, 30 South 15th Street, Suite 1300,
Philadelphia, Pennsylvania, USA, within 30 days of the date hereof.
21. The Vendor and Purchaser agree that all information and documentation
in any way relating to and/or associated with the negotiations and the
subject matter of this Contract are confidential between themselves
their respective legal representative accountants agents and lending
institutions and further agree not to divulge the same to any third
party save as may be consented to in writing.
22. This Contract is subject to the Purchaser (being a corporation,
business or trust in which there is a substantial foreign interest
within the meaning of the Foreign Acquisitions and Takeovers Act 1975)
obtaining the approval of the Treasurer of the Commonwealth of
Australia to its entering into this Contract and of the Reserve Bank
of Australia in relation to any funding. The Purchaser will make
immediate application for such approval and use its best endeavors and
comply with all requests necessary to obtain such approval.
23. The Purchaser agrees that within 7 days from the date on which it
receives approval of the Board referred to in Special Condition 20
hereof it will pay the balance of deposit and lodge an amount equal to
15 per cent of the purchase price in a bank account to be agreed
between the Vendor and Purchaser in joint names of the Vendor and
Purchaser in order to secure the Purchaser's obligations to pay the
Installment on the 20th day of December 1995. In the event of default
by the Purchaser in paying the Installment such amount together with
interest accrued thereon will be released to the Vendor. In the event
that the Installment is paid in accordance with the terms of this
Contract such amount and interest will be released to the Purchaser.
24. The vendor warrants that there are no breaches of the Extractive
Industry Licence No. 59-1 (as amended) or EPA Licenses No. HS00456-9
and MW53-2 referred to in the Schedule.
25. Omitted
26. The Vendor will sign any planning or development application that may
be required by the Purchaser to assist with any development proposal.
Page relating Plan referred to in Special Condition 16 of the
Contract of Sale Omitted.
GUARANTEE AND INDEMNITY
TO:
(hereinafter called "the Vendor")
IN CONSIDERATION of the Vendor agreeing at the request of
(hereinafter called "the Guarantors") to enter into a Contract
of Sale with the within named Purchaser (hereinafter called "the
Purchaser") the Guarantors DO HEREBY JOINTLY AND SEVERALLY
GUARANTEE to the Vendor the due and punctual payment by the
Purchaser to the Vendor of all the purchase moneys interest and
other moneys payable by the Purchaser to the Vendor under or
pursuant to the within Contract or Sale (hereinafter called "the
moneys hereby secured") and ALSO the due performance and
observance by the Purchaser of all and singular the covenants
provisions and stipulations contained or implied in the within
named Contract of Sale and on the part of the Purchaser to be
performed and observed and DO HEREBY ACKNOWLEDGE that this
Guarantee is given upon and subject to and with the benefit of
the following conditions:
1. THE Vendor shall have the fullest liberty without affecting
this Guarantee to postpone for any time and from time to
time to exercise of all or any of the powers rights
authorities and discretions conferred by the within
Contract of Sale and to exercise the same at any time and
in any manner and either to enforce or forebear to enforce
the agreements for payments by the Purchaser of the moneys
hereby secured or any other remedies or securities
available to the Vendor AND the Guarantors shall not be
released by any exercise by the Vendor of his liberty with
reference to the matter aforesaid or any of them or by any
time being given to the Purchaser or by any other thing
whatsoever which under the law relating to sureties would
but for this provision have the effect of so releasing the
Guarantors.
2. THIS Guarantee shall be a continuing guarantee and shall
not be considered as wholly or partially discharged by the
payment at any time hereafter of any part of the moneys
hereby secured or by any settlement of account intervening
payment of by any other matter or thing whatsoever.
3. THIS Guarantee shall bind the respective successors of the
Guarantors and shall not be determined by the death of
either of the Guarantors and shall bind their respective
legal personal representatives.
4. THIS Guarantee shall not be affected or prejudiced by any
variation or modification of the terms of the within
Contract of Sale.
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5. THIS Guarantee shall not affect or be affected by any or
any further security now or hereafter held or taken by the
Vendor or by any loss by the Vendor of any such collateral
or other security or by the Vendor failing or neglecting to
recover by the realisation of any collateral or other
security or otherwise any of the moneys at any time owing
by the Purchaser to the Vendor or by any laches or mistakes
on the part of the Vendor.
6. UNTIL the Vendor shall have received all moneys hereby
secured neither of the Guarantors shall be entitled on any
grounds whatsoever to claim the benefit of any security for
the time being held by the Vendor or either directly or
indirectly to claim or receive the benefit of any dividend
or payment out of the winding up of the Purchaser and in
the event of the Purchaser going into liquidation or
assigning its assets for the benefit of its creditors or
making a deed of arrangement or composition in satisfaction
of its debts or a scheme of arrangement of its affairs then
neither of the Guarantors shall be entitled to prove or
claim in the liquidation of the Purchaser in competition
with the Vendor so as to diminish any dividend or payment
which but for such proof the Vendor would be entitled to
receive out of such winding up and the receipt of any
dividend or other payment which the Vendor may receive from
such winding up shall not prejudice the right of the Vendor
to recover from the Guarantors to the full amount of this
Guarantee the moneys hereby acquired.
7. ANY demand or notice to be made upon the Guarantors or any
of them by or on behalf of the Vendor hereunder shall be
deemed to be duly made if the same be in writing and signed
by the Vendor or by any of the principals for the time
being of Marshalls & Dent Level 12 459 Little Collings
Street Melbourne or by other person duly authorised by the
Vendor to make such demand on behalf of the Vendor and the
same may be left at or sent through the post in a pre-paid
letter addressed to the Guarantors concerned at their
address last known by the Vendor. Any such demand or
notice sent by post shall be deemed to have been duly
delivered or served at the expiration of forty-eight hours
from the time of its posting notwithstanding that it may
subsequently be returned through the Post Office unclaimed.
8. THIS Guarantee shall enure for the benefit of the Vendor
and its successors and transferees.
9. FOR the consideration aforesaid and as a separate severable
and additional covenant the Guarantors HEREBY JOINTLY AND
SEVERALLY AGREE to indemnify and at all times hereafter to
keep indemnified the Vendor from and against all claims,
actions, proceedings, liabilities, obligations, damages,
loss, harm, charges, costs, expenses duties, taxes or other
outgoings of whatever nature which the Vendor may incur by
reason of any default on the part of the Purchaser in
relation to the within Contract of Sale.
10. IF any payment made to the Vendor by or on behalf of the
Purchaser shall subsequently be avoid or set aside by
reason of any statutory provision or otherwise, such
payment shall not be deemed to have prejudiced or otherwise
affected this Guarantee or the Vendor's rights to recover
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such payment from the Guarantors pursuant hereto with the
intent that the Vendor shall with respect to its right to
recover pursuant to this Guarantee the moneys hereby
secured, to be restored to the same position in which it
would have been had such payment not been made.
DATED the day of 1995.
SIGNED SEALED AND DELIVERED by )
)
the said )
)
in presence of: )
SIGNED SEALED AND DELIVERED by )
)
the said )
)
in presence of:
VENDORS STATEMENT
TO THE PURCHASER
PURSUANT TO SECTION 32
OF THE SALE OF LAND ACT
AND
ADDITIONAL VENDORS STATEMENT
BRICK & PIPE INDUSTRIES LTD
ACN 004 028 559
78 MIDDLEBOROUGH ROAD, BURWOOD
BLUE FORM
VENDORS STATEMENT TO THE PURCHASER
OF REAL ESTATE PURSUANT TO
SECTION 32 OF THE SALE OF LAND ACT 1962 ("the Act)
VENDOR: BRICK & PIPE INDUSTRIES LTD ACN 004 028 559
PROPERTY: 78 MIDDLEBOROUGH ROAD BURWOOD, being:--
Lot 12 on Plan of Subdivision no 918, part of
Crown Section 98, Parish of Nunawading and being
the whole of the land in Certificate of Title
Volume 1965 Folio 916;
Part of Crown Section 98, Parish of Nunawading and
being the whole of the land in Certificate of
Title Volume 1830 Folio 839;
Lots 14, 15 and 16 on Plan of Subdivision No 918,
part of Crown Allotment 98, Parish of Nunawading
and being the whole of the land in Certificate of
Title Volume 2445 Folio 985;
Lot 37 and part of Lots 9, 10 and 11 on Plan of
Subdivision No 918, being part of Crown Section
98, Parish of Nunawading and being the whole of
the land in Certificate of Title Volume 6343 Folio
543;
Part of Crown Section 98, Parish of Nunawading and
being the whole of the land in Certificate of
Title Volume 1775 Folio 975;
Part of Crown Section 98, Parish of Nunawading and
being the whole of the land in Certificate Title
Volume 4539 Folio 735;
and Lot 1 on Plan of Subdivision No 38588, Parish
of Nunawading and being the whole of the land in
Certificate of Title Volume 8194 Folio 270.
IMPORTANT NOTICE TO PURCHASER
The use to which you propose to put the Property may be
prohibited by planning or building controls applying to the
locality or may require the consent or permit of the municipal
council or other responsible authority. It is in your interest
to undertake a proper investigation of permitted land use before
you commit yourself to buy. You should check with the
appropriate authorities as to the availability (and cost) of
providing essential services not connected to the Property.
Details must be attached where necessary, if insufficient space
is available.
In this Statement, "certificate" means a certificate (or a copy)
issued by the relevant authority.
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1. RESTRICTIONS - Information concerning any easement,
covenant or other similar restriction affecting the Property
(registered or unregistered)
1.1 Description -
(a) As set out in the attached copies of title documents
As to the whole of the land -
(b) All registered easements, covenants or other similar
restrictions and the covenants, conditions,
exclusions, reservations and exceptions referred to
and/or contained in the Crown Grant and the
encumbrances and restrictions, if any, referred to in
this Vendor's Statement.
(c) Sewers/drains, if any, laid outside registered
easements.
(d) Extractive Industry Licence No 59-1 (as amended) a
copy of which is attached, subject to the terms of
Special Condition 15 of the Contract of Sale.
(e) E.P.A. Licenses Numbered HS000456/9 and MW 532/2,
copies of which are attached.
(f) Right of occupation of part of the property reserved
to the Vendor by Special Condition 16 hereof.
As to the land in Certificate of Title Volume 4539
Folio 735
(g) Creation of Easement No C360556, a copy of which is
attached.
(h) Creation of Easement No C50952, a copy of which is
attached.
(i) As to part of the land in Certificate of Title Volume
6343 Folio 543
The Residential Tenancy, on a month to month basis (no
written agreement) of John Davies of 14 Eley Road,
Burwood at $80.00 per week, paid fortnightly.
1.2 Particulars of any existing failure to comply with
their terms are as follows --
The Vendor is not aware of any existing failure to
comply with the terms of any easement, covenant or
other similar restriction. Utilities providing
services to the property have the right to enter,
inspect, repair, service, maintain, install and remove
their installations and facilities.
2. PLANNING- Information concerning any planning instrument
*Is contained in the attached certificate and
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*is as follows --
2.1 Name (1) Nunawading Planning Scheme
2.2 The responsible authority is --
(1) Minister for Planning
2.3 Zoning and/or Reservation --
(1) is included in an EXTRACTIVE INDUSTRIAL ZONE and
abuts on a ROAD - EXISTING MAIN
and a ROAD - EXISTING SECONDARY
3. OUTGOINGS & STATUTORY CHARGES - Information concerning any
rates, taxes, charges or other similar outgoings (including
any Body Corporate charges) AND any interest payable on any
part of them --
3.1 *As contained in the attached certificate/s;
*Their amounts are as follows --
Authority Amount Year Interest
(if any)
(1) City of Whitehorse $49,468.00 94/95
(which includes
State Deficit
Levy of $100.00)
(2) Yarra Valley
Water Ltd $29,218.00 94/95
Trade Waste
Charge $ 353.00 94/95
(3) State Revenue $201,390.00 single holding 1995
Office ($278,375.64 Grouped Assessment)
Any amounts (including any proposed Body Corporate levy) for
which the Purchaser may become liable in consequence of the
purchase of the Property, are as follows--
Subject to adjustment of rates, taxes, charges or other
similar outgoings as provided in Condition 9 of Table A of
the Transfer of Land Act 1958 only rates, taxes, charges or
other similar outgoings assessed levied or imposed
subsequent to the date of sale of the property herein
referred to and the improvements therein.
3.2 Their total does not exceed $280,432.00
3.3 The amount owing under any other registered or
unregistered statutory charge that secures an amount
due under any other legislation is --
$Nil.
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4. SERVICES -- Information concerning the supply of the
following services --
Service Connected Name of Authority(if
Service is connected)
4.1 Electricity Yes United Energy Ltd
4.2 Gas Yes G. & F. C. of Vic
4.3 Water Yes Yarra Valley Water Ltd
4.4 Sewerage Yes Yarra Valley Water Ltd
4.5 Telephone Yes Telecom
5. BUILDING APPROVALS -- Particulars of any building approval
granted during the past seven years under the Building
Control Act 1981 (required only where the Property includes
a residence) -- Not applicable.
6. NOTICES -- Particulars of any notice, order, declaration,
report or recommendation of a public authority or government
department or approved proposal affecting the Property of
which the Vendor might reasonably be expected to have
knowledge including any --
6.1 affecting the Body Corporate and any liabilities
(whether contingent, proposed or otherwise) where the
Property is in a subdivision containing a Body
Corporate, including any relating to the undertaking
of any repairs to the Property -- Not applicable.
6.2 quarantine or stock order imposed under the Stock
Diseases Act 1968 (whether or not the quarantine or
order is still in force) -- Not applicable.
6.3 notice pursuant to section 6 of the Land Acquisition
and Compensation Act 1986 -- not applicable.
6.4 Extractive Industry Licence No 59-1 (as amended), a
copy of which is attached.
6.5 Yarra Valley Water Trade Waste Agreement, a copy of
which is attached.
are contained in the attached certificate/s and/or
statement/s
The Vendor has no means of knowing all decisions of
public authorities and government departments
affecting the property unless communicated to the
Vendor.
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7. TITLE -- Attached are copies of the following document/s
concerning the Title --
7.1 the Certificate of Title:
Volume 1965 Folio 916
Volume 1830 Folio 839
Volume 2445 Folio 985
Volume 6343 Folio 543
Volume 1775 Folio 957
Volume 4539 Folio 735
Volume 8194 Folio 270
7.2 Plan of Subdivision No 918.
7.3 Plan of Subdivision No 38588.
7.4 Creation of Easement No C360556.
DATE OF THIS STATEMENT 30/6/95
Signature/s of the Vendor /s/ Louis Nucifora
For and on behalf of
Brick & Pipe Industries Ltd
ACN 004 028 559
The Purchaser acknowledges being given a duplicate of this
statement signed by the Vendor before the Purchaser signed any
Contract.
DATE OF THIS ACKNOWLEDGEMENT 21/9/1995
Signature/s of the Purchaser /s/ John Altson
PLEASE NOTE THAT WHERE THE PROPERTY IS TO BE SOLD ON TERMS
PURSUANT TO SECTION 32(2)(f) OF THE ACT AND/OR SOLD SUBJECT TO A
MORTGAGE THAT IS NOT TO BE DISCHARGED BY THE DATE OF POSSESSION
(OR RECEIPT OF THE RENTS AND PROFITS) OF THE PROPERTY PURSUANT
TO SECTION 32(2)(a) -- then the Vendor must provide an
additional statement containing the particulars specified in
Schedules 1 and 2 of the Act.
(Exhibits to this filing have been omitted on the basis that
they are immaterial to the nature of the agreement; copies are
available upon request to the Company).